Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing . All actions and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto proceedings arising out of or relating to this Agreement Agreement, the negotiation, validity or any performance of this Agreement, the Contemplated Transactions, each of Offer or the parties hereto: (a) irrevocably Merger shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of determined in the Court of Chancery of the State of Delaware (or, to if the extent such court does not have subject matter jurisdiction, the Superior Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any court of the United States located in the State of Delaware or Delaware), and the United States District Court for parties irrevocably submit to the District of Delaware; (b) agrees that all claims in respect jurisdiction of such action or proceeding shall be heard and determined exclusively courts (and, in accordance with clause (a) the case of this Section 18; (c) waives any objection to laying venue appeals, the appropriate appellate court therefrom), in any such action or proceeding in such courts; (d) waives any objection that such courts are and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or do proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have jurisdiction over no effect for any party; (e) agrees purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process upon in such party court. The parties hereto agree that a final judgment in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in accordance with Section 14 of this Agreement; and (f) irrevocably waives other jurisdictions by suit on the right to trial judgment or in any other manner provided by juryapplicable Law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed byTHE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, and construed in accordance withAND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. To the fullest extent permitted by applicable law, the laws parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York State court or federal court sitting in the State Borough of DelawareManhattan in respect of any suit, regardless action or proceeding arising out of or relating to the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement and irrevocably agree that are expressly all claims in respect of any such suit, action or otherwise required proceeding may be heard and determined in any such court. The parties hereto hereby waive, to be governed the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the Nevada Revised Statuteslaying of venue of any such suit, action or proceeding brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. In The parties hereto hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding Laws. Each of the foregoing parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and for determined in the avoidance Court of doubt, the laws Chancery of the State of Nevada (without giving effect to choice Delaware; provided, that if jurisdiction is not then available in the Court of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties Chancery of the board State of directors Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Apricus Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the officers transactions contemplated hereby. Each of Apricus the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any provisions argument that such service is insufficient. Each of this Agreement that are expressly the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or otherwise required to be governed by the Nevada Revised Statutes. In as a defense, counterclaim or otherwise, in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated hereby, each of the parties hereto: (a) irrevocably and unconditionally consents and submits any claim that it is not personally subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of courts in Delaware oras described herein for any reason, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such action notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding shall be heard otherwise) and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such that (i) the suit, action or proceeding in any such courts; (d) waives any objection that such courts are court is brought in an inconvenient forum or do not have jurisdiction over any party; forum, (eii) agrees that service the venue of process upon such party in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 14 of improper or (iii) this Agreement; and (f) irrevocably waives , or the right to trial subject matter hereof, may not be enforced in or by jurysuch courts.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State state of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding Laws. Each of the foregoing parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and for determined in the avoidance Court of doubt, the laws Chancery of the State of Nevada (without giving effect to choice Delaware; provided, that if jurisdiction is not then available in the Court of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties Chancery of the board State of directors Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Apricus Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the officers transactions contemplated hereby. Each of Apricus the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any provisions argument that such service is insufficient. Each of this Agreement that are expressly the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or otherwise required to be governed by the Nevada Revised Statutes. In as a defense, counterclaim or otherwise, in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated hereby, each of the parties hereto: (a) irrevocably and unconditionally consents and submits any claim that it is not personally subject to the exclusive jurisdiction and venue of the Court of Chancery of the State of courts in Delaware oras described herein for any reason, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such action notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding shall be heard otherwise) and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such that (i) the suit, action or proceeding in any such courts; (d) waives any objection that such courts are court is brought in an inconvenient forum or do not have jurisdiction over any party; forum, (eii) agrees that service the venue of process upon such party in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 14 of improper or (iii) this Agreement; and (f) irrevocably waives , or the right to trial subject matter hereof, may not be enforced in or by jurysuch courts.

Applicable Law; Jurisdiction. This Agreement shall be governed byEach of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Court of Chancery (or, and construed in accordance withif such court declines to accept jurisdiction, the laws any other federal or state courts of the State of Delaware, regardless of ) in the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and event any provisions dispute arises out of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Letter Agreement or any of the Contemplated Transactionstransactions contemplated by this Letter Agreement, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of it shall not attempt to deny or defeat such action personal jurisdiction by motion or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Letter Agreement or the transactions contemplated by this Letter Agreement in any court other than the Court of Chancery (or, if such court declines to accept jurisdiction, any other federal or state courts of the State of Delaware), waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection argument that such courts are an inconvenient or improper forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (e) consents to service of process by a reputable overnight delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Applicable Law; Jurisdiction. This Except to the extent that the WBCL must mandatorily govern the terms of the Merger, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing . All actions and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto proceedings arising out of or relating to this Agreement Agreement, the negotiation, validity or any performance of this Agreement, the Contemplated Transactions, each of Offer or the parties hereto: (a) irrevocably Merger shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of determined in the Court of Chancery of the State of Delaware (or, to if the extent such court does not have subject matter jurisdiction, the Superior Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any court of the United States located in the State of Delaware or Delaware), and the United States District Court for parties irrevocably submit to the District of Delaware; (b) agrees that all claims in respect jurisdiction of such action or proceeding shall be heard and determined exclusively courts (and, in accordance with clause (a) the case of this Section 18; (c) waives any objection to laying venue appeals, the appropriate appellate court therefrom), in any such action or proceeding in such courts; (d) waives any objection that such courts are and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or do proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have jurisdiction over no effect for any party; (e) agrees purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process upon in such party court. The parties hereto agree that a final judgment in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in accordance with Section 14 of this Agreement; and (f) irrevocably waives other jurisdictions by suit on the right to trial judgment or in any other manner provided by juryapplicable Law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated by this Agreement, (a) each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; and (b) agrees that all claims in respect each of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) the parties irrevocably waives the right to trial by jury. Each of the parties hereby irrevocably waives (to the fullest extent permitted by applicable law), and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the state or federal courts in the State of Delaware for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (c) that such action or proceeding is brought in an inconvenient forum, (d) that the venue of such action or proceeding is improper and (e) that this Agreement, or the subject matter of this Agreement, may not be enforced in or by any such court.

Applicable Law; Jurisdiction. (a) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding law. Each of the foregoing parties hereto (i) consents to and for submits to the avoidance exclusive personal jurisdiction of doubt, the laws Court of Chancery of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of ApricusDelaware or, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement if that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In court does not have jurisdiction, a federal court sitting in Delaware in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delawaretransactions contemplated by this Agreement; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such court; (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iv) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given in accordance required of any other Person with Section 14 respect thereto. (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement; , as applicable, by, among other things, the mutual waivers and (f) irrevocably waives the right to trial by jurycertifications in this Section 7.5.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareNew Jersey. Any suit, regardless action or proceeding with respect to this Agreement, or any judgment entered by any court in respect of the laws that might otherwise govern under applicable principles any thereof, may be brought in any court of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of competent jurisdiction in the State of Nevada (without giving effect New Jersey, and the Executive hereby submits to choice the jurisdiction of laws thereof) such courts for the purpose of any such suit, action, proceeding or judgment. Nothing herein shall govern in any way be deemed to limit the internal affairs of Apricus, the fiduciary duties ability of the board Company to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Executive, in such other jurisdictions and in such manner, as may be permitted by applicable law. The Executive hereby irrevocably waives any objections which the Executive may now or hereafter have to the laying of directors the venue of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any suit, action or proceeding between any of the parties hereto arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of New Jersey, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the Contemplated TransactionsState of New Jersey, each of and the parties hereto: (a) Executive hereby irrevocably and unconditionally consents and waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court courts for the District purpose of Delaware; (b) agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by juryproceeding.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing . All actions and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto proceedings arising out of or relating to this Agreement Agreement, the negotiation, validity or any performance of this Agreement, the Contemplated Transactions, each of Offer or the parties hereto: (a) irrevocably Merger shall be heard and unconditionally consents and submits to the exclusive jurisdiction and venue of determined in the Court of Chancery of the State of Delaware (or, to the extent if such court does not have subject matter jurisdictiondeclines to exercise jurisdiction over such matter, the Superior Court of any state or federal court in the State of Delaware or Delaware), and the United States District Court for parties irrevocably submit to the District of Delaware; (b) agrees that all claims in respect jurisdiction of such action or proceeding shall be heard and determined exclusively courts (and, in accordance with clause (a) the case of this Section 18; (c) waives any objection to laying venue appeals, the appropriate appellate court therefrom), in any such action or proceeding in such courts; (d) waives any objection that such courts are and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or do proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have jurisdiction over no effect for any party; (e) agrees purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process upon in such party court. The parties hereto agree that a final judgment in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in accordance with Section 14 of this Agreement; and (f) irrevocably waives other jurisdictions by suit on the right to trial judgment or in any other manner provided by juryapplicable Law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Applicable Law; Jurisdiction. This Agreement agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareMaryland applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws law. Each of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) Parties hereby irrevocably and unconditionally consents consent to and submits submit to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the Transactions (and agree not to commence any litigation relating thereto except in such court), waive any objection to the laying of venue of any such litigation in the Maryland Court of Chancery and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the State Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of Delaware orany such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (a) to the extent such court does Party is not have otherwise subject matter jurisdiction, the Superior Court to service of process in the State of Delaware or Maryland, to appoint and maintain an agent in the United States District Court State of Maryland as such Party’s agent for the District acceptance of Delaware; legal process, and (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 Party personally within the State of this Agreement; and (f) irrevocably waives the right to trial by juryMaryland.

Applicable Law; Jurisdiction. (i) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding law. Each of the foregoing parties hereto (A) consents to and for submits to the avoidance exclusive personal jurisdiction of doubt, the laws Court of Chancery of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of ApricusDelaware or, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement if that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In court does not have jurisdiction, a federal court sitting in Delaware in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delawaretransactions contemplated by this Agreement; (bB) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such court; (C) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (D) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given in accordance required of any other Person with Section 14 respect thereto. (ii) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement; , as applicable, by, among other things, the mutual waivers and (f) irrevocably waives the right to trial by jurycertifications in this Section 8(k).

Applicable Law; Jurisdiction. (i) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding law. Each of the foregoing parties hereto: (A) consents to and for submits to the avoidance exclusive personal jurisdiction of doubt, the laws Court of Chancery of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of ApricusDelaware or, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement if that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In court does not have jurisdiction, a federal court sitting in Delaware in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delawaretransactions contemplated by this Agreement; (bB) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such court; (C) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (D) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given in accordance required of any other Person with Section 14 respect thereto. (ii) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement and the transactions contemplated by this Agreement; , as applicable, by, among other things, the mutual waivers and (f) irrevocably waives the right to trial by jurycertifications in this Section 8(k).

Applicable Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with and governed by the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding law. In the foregoing event of a conflict between any provision of this Agreement and for any non-mandatory provision of the avoidance of doubtAct, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement shall control and take precedence. (b) Each Partner hereby (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the State of New York (collectively, the “New York Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that are expressly or otherwise required it is not subject personally to be governed by the Nevada Revised Statutes. In any action or proceeding between jurisdiction of any of the parties hereto New York Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of such action or proceeding transactions contemplated hereby shall be heard properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; records, and (fiv) irrevocably waives the any and all right to trial by juryjury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

Applicable Law; Jurisdiction. This Agreement is made under, and all claims, controversies or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement shall be governed by, by and shall be construed and enforced in accordance with, the laws law of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding law. Each of the foregoing parties hereto (a) consents to and for submits to the avoidance exclusive personal jurisdiction of doubt, the laws Court of Chancery of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of ApricusDelaware or, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement if that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated by this Agreement, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; any such court, (c) waives any objection shall not attempt to laying venue in deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum to the maintenance of any action or do not have jurisdiction over proceeding so brought and waives any party; (e) bond, surety or other security that might be required of any other Person with respect thereto. Each of the Company, Parent and Acquisition Sub hereby agrees that service of any process, summons, notice or document in accordance with the provisions of Section 7.8 shall be effective service of process upon such party in for any such action or proceeding shall be effective if notice arising out of or relating to this Agreement or any of the transactions contemplated hereby. The parties further agree that it is given in accordance their mutual best interests to maintain the confidentiality of any Legal Proceeding arising from or relating to any dispute among the parties with Section 14 respect to this Agreement to the maximum extent permitted by applicable Legal Requirements. Accordingly, the parties hereby agree to seek the entry of this Agreement; and an appropriate protective order (fas determined by the applicable court) irrevocably waives to maintain the right confidentiality of any such Legal Proceeding to trial the maximum extent permitted by juryapplicable Legal Requirements.

Applicable Law; Jurisdiction. This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, regardless without regard to the conflict of laws provisions thereof. Each of the laws Parties (i) irrevocably agrees that might otherwise govern under applicable principles any legal action or proceeding arising out of conflicts or relating to this Agreement brought by any Party or its successors or assigns against any other Party shall be brought and determined in the Delaware Chancery Court, and irrevocably waives any objection which it may now or hereafter have to the laying of laws; providedvenue of any such proceeding, howeverand irrevocably submits to the non-exclusive jurisdiction of such court in any suit, notwithstanding action or proceeding, and (ii) expressly accepts the foregoing and for the avoidance non-exclusive jurisdiction of doubtsuch court in respect of any such suit, the laws action or proceeding. Each of the State Parties further agrees that notice as provided herein shall constitute sufficient service of Nevada (without giving effect to choice of laws thereof) shall govern process and the internal affairs of Apricus, the fiduciary duties Parties further waive any argument that such service is insufficient. Each of the board Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly motion or otherwise required to be governed by the Nevada Revised Statutes. In as a defense, counterclaim or otherwise, in any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated hereby, each of the parties hereto: (a) irrevocably and unconditionally consents and submits any claim that it is not personally subject to the exclusive jurisdiction and venue of the Court of Delaware Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; any reason, (b) agrees that all claims in respect it or its property is exempt or immune from jurisdiction of such action court or proceeding shall be heard from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such that (i) the suit, action or proceeding in such courts; (d) waives any objection that such courts are court is brought in an inconvenient forum or do not have jurisdiction over any party; forum, (eii) agrees that service the venue of process upon such party in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 14 of improper or (iii) this Agreement; and (f) irrevocably waives , or the right to trial subject matter hereof, may not be enforced in or by jurysuch court.

Applicable Law; Jurisdiction. This Agreement First Amendment shall be governed by, and construed interpreted in accordance with, with the substantive laws of the State of DelawareNew York, regardless excluding its conflicts of laws principles. In the event any action shall be brought to enforce or interpret the terms of this First Amendment, the Parties agree that such action will be brought in the State or Federal courts located in New York, New York. Each of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect Parties hereby irrevocably submits with regard to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the parties hereto arising out aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or relating otherwise, in any action or proceeding with respect to this Agreement or any of the Contemplated TransactionsFirst Amendment, each of the parties hereto: (a) irrevocably and unconditionally consents and submits any claim that it is not personally subject to the exclusive jurisdiction and venue of the Court of Chancery of above-named courts for any reason other than the State of Delaware orfailure to lawfully serve process, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in respect such courts (whether through service of such action notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding shall be heard otherwise), and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such the fullest extent permitted by Applicable Law, that (i) the suit, action or proceeding in any such courts; (d) waives any objection that such courts are court is brought in an inconvenient forum or do not have jurisdiction over any party; forum, (eii) agrees that service the venue of process upon such party in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; improper, and (fiii) irrevocably waives this First Amendment, or the right to trial subject matter hereof, may not be enforced in or by jurysuch courts.

Applicable Law; Jurisdiction. This Agreement shall be governed byEach of the Parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Court of Chancery (or, and construed in accordance withif such court declines to accept jurisdiction, the laws any other federal or state courts of the State of Delaware, regardless of ) in the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and event any provisions dispute arises out of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Letter Agreement or any of the Contemplated Transactionstransactions contemplated by this Letter Agreement, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of it shall not attempt to deny or defeat such action personal jurisdiction by motion or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Letter Agreement or the transactions contemplated by this Letter Agreement in any court other than the Court of Chancery (or, if such court declines to accept jurisdiction, any other federal or state courts of the State of Delaware), waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection argument that such courts are an inconvenient or improper forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other Party seeks to enforce the terms by way of equitable relief and (e) consents to service of process by a reputable overnight delivery service, signature requested, to the address of such Party’s principal place of business or as otherwise provided by applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.Certain Definitions. For purposes of this Letter Agreement:“2019 Annual Meeting” means the Company’s annual meeting of stockholders in 2019 (including any adjournments or postponements thereof).

Applicable Law; Jurisdiction. (i) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statuteslaw. In any action or proceeding between any Each of the parties hereto arising out of or relating (A) consents to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such if that court does not have subject matter jurisdiction, the Superior Court a federal court sitting in Delaware in any action or proceeding arising out of the State of Delaware or the United States District Court for the District of Delawarerelating to this Agreement; (bB) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such court; (C) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (D) shall not bring any action or proceeding arising out of or relating to this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given required of any other Person with respect thereto. (ii) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in accordance with this Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury9(k).

Applicable Law; Jurisdiction. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement shall or the Contemplated Transactions, will be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof. (b) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any Each of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: hereby (ai) expressly and irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent or if such court does not have Court of Chancery lacks subject matter jurisdiction, the Superior United States Court for the District of Delaware in the event any dispute arises out of this Agreement or the Contemplated Transactions, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it shall not bring any action relating to this Agreement or the Contemplated Transactions in any court other than the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subject matter jurisdiction, the United States District Court for the District of Delaware; provided, that, each of the parties hereto has the right to bring any action or proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. (bc) agrees To the extent that all claims any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of such action or proceeding shall be heard and determined exclusively in accordance its obligations with clause (a) of respect to this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; Agreement and (fii) irrevocably waives submits to the right to trial by jurypersonal jurisdiction of each court described in Section 8.06(b).

Applicable Law; Jurisdiction. (i) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statuteslaw. In any action or proceeding between any Each of the parties hereto arising out of or relating (A) consents to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such if that court does not have subject matter jurisdiction, the Superior Court a federal court sitting in Delaware in any action or proceeding arising out of the State of Delaware or the United States District Court for the District of Delawarerelating to this Agreement; (bB) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such court; (C) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (D) shall not bring any action or proceeding arising out of or relating to this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given required of any other Person with respect thereto. (ii) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each of the parties hereto acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in accordance with this Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury8(k).

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless including its statute of the laws that might otherwise govern under applicable principles of conflicts of laws; providedlimitations, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to any choice or conflict of laws thereof) shall govern law provision or rule that would cause the internal affairs of Apricus, the fiduciary duties application of the board laws of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutesother jurisdiction. In Except as set forth in Section 2.8, in any action or proceeding between any of the parties hereto Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) each of the Parties irrevocably and unconditionally consents Consents and submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, to if the extent such court does not have subject matter jurisdiction, the Superior Delaware Court of Chancery and any state appellate court therefrom declines to accept jurisdiction over a particular matter, any United States federal court located in the State of Delaware or the United States District Court for the District of Delawareany Delaware state court); (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Legal Proceeding, any claim that all claims it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Legal Proceeding brought in respect one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other Legal Proceeding in any other court other than one of the above-named Delaware courts or that this Agreement or the subject matter hereof may not be enforced in or by such action or proceeding shall be heard court and determined exclusively in accordance with clause (a) of this Section 18; (c) waives hereby agrees not to commence any objection such Legal Proceeding other than before one of the above-named Delaware courts. Notwithstanding the previous sentence a party may commence any Legal Proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each of the Parties to laying venue this Agreement hereby (i) consents to service of process in any such action Legal Proceeding among any of the Parties hereto relating to or proceeding arising in such courts; whole or in part under or in connection with this Agreement, any Transaction Document or the Transactions in any manner permitted by Delaware law, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (eii) agrees that service of process upon such party made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.8, will constitute good and valid service of process in any such action Legal Proceeding and (iii) waives and agrees not to assert (by way of motion, as a defense, or proceeding shall be effective if notice is given otherwise) in any such Legal Proceeding any claim that service of process made in accordance with Section 14 clause (i) or (ii) does not constitute good and valid service of this Agreement; and process. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (f) irrevocably waives the right to trial by juryWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding except insofar as the foregoing and for application of the avoidance of doubt, the internal corporate laws of the Commonwealth of Kentucky or State of Nevada (without giving effect to choice apply by virtue of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly doctrine or otherwise required to be governed by the Nevada Revised Statutessimilar Law. In any action or proceeding between any of the parties hereto Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties heretoParties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State or Federal Courts in State of Delaware Maryland, or, to the extent such court does courts do not have subject matter jurisdiction, to the Superior Court jurisdiction of the State or Federal Courts of the State of Delaware or the United States District Court for the District of Delaware; Nevada (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 1811.4; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any partyParty; and (e) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 11.7 of this Agreement; and . IN ADDITION, AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (f) irrevocably waives the right to trial by juryAFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada . (without giving effect to choice of laws thereofb) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) Each Party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery state courts of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the New York and any United States District Court located in the Southern District of New York (“Agreed to Court”) for the District sole purpose of Delaware; (b) any Proceeding between or among two or more Members and/or the Company relating to this Agreement in whole or in part. Each Member and the Company hereby agrees that all claims not to commence any Proceeding relating to this Agreement other than before an Agreed to Court except to the extent otherwise set forth in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; 11.8. “Procedural Claim” means a claim that (ci) waives such Party is not subject personally to the jurisdiction of the Agreed to Courts, (ii) such Party’s property is exempt or immune from attachment or execution, (iii) any objection such Proceeding brought in an Agreed to laying venue Court should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than an Agreed to Court, or should be stayed by reason of the pendency of some other Proceeding in any such action court other than an Agreed to Court, or proceeding (iv) this Agreement or the subject matter hereof may not be enforced in such courts; (d) or by an Agreed to Court. Each Party hereby waives any objection that such courts are an inconvenient forum to the extent not prohibited by applicable Law, and agrees not to assert by way of defense or do not have jurisdiction over any party; (e) agrees that service of process upon such party otherwise in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of Proceeding relating to this Agreement; and (f) irrevocably waives the right to trial by jury, any Procedural Claim.

Applicable Law; Jurisdiction. This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws Laws of the State of DelawareMaryland applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws law. Each of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties hereto: (a) Parties hereby irrevocably and unconditionally consents to and submits to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), Business and Technology Case Management Program (the “Maryland Court”) for any litigation arising out of this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such court), waives any objection to the laying of venue of any such litigation in the Maryland Court of Chancery and agree not to plead or claim in the Maryland Court that such litigation brought therein has been brought in any inconvenient forum. Each of the State Parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of Delaware orany such proceeding to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each of the Parties agrees, (a) to the extent such court does Party is not have otherwise subject matter jurisdiction, the Superior Court to service of process in the State of Delaware or Maryland, to appoint and maintain an agent in the United States District Court State of Maryland as such Party’s agent for the District acceptance of Delaware; legal process, and (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party; (e) agrees that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 Party personally within the State of this Agreement; and (f) irrevocably waives the right to trial by juryMaryland.

Applicable Law; Jurisdiction. This Agreement shall be governed byEach of the Parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Court of Chancery (or, and construed in accordance withif such court declines to accept jurisdiction, the laws any other federal or state courts of the State of Delaware, regardless of ) in the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and event any provisions dispute arises out of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding between any of the parties hereto arising out of or relating to this Letter Agreement or any of the Contemplated Transactionstransactions contemplated by this Letter Agreement, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware; (b) agrees that all claims in respect of it shall not attempt to deny or defeat such action personal jurisdiction by motion or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Letter Agreement or the transactions contemplated by this Letter Agreement in any court other than the Court of Chancery (or, if such court declines to accept jurisdiction, any other federal or state courts of the State of Delaware), waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection argument that such courts are an inconvenient or improper forum or do not have jurisdiction over any party; (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other Party seeks to enforce the terms by way of equitable relief and (e) consents to service of process by a reputable overnight delivery service, signature requested, to the address of such Party’s principal place of business or as otherwise provided by applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised StatutesLaws. In any action action, claim, suit or proceeding between any of the parties hereto Parties arising out of of, based upon or relating to this Agreement or any of the Contemplated TransactionsTransactions (each, a “Transaction Dispute”), each of the parties hereto: (a) Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Bankruptcy Court; provided, however, upon the closing of the Chapter 11 Cases, (a) the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, to if the extent such court does not have subject matter jurisdiction, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state and federal courts located in the State of Delaware and any direct appellate court therefrom); and (b) if any such Transaction Dispute is commenced in a state court, then, subject to applicable Legal Requirements, no Party shall object to the removal of such action or the United States District Court for suit to any federal court located in the District of Delaware; (b) . Furthermore, each Party hereby irrevocably waives and agrees that all claims in respect of such action not to assert as a defense, counterclaim or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 18; (c) waives any objection to laying venue otherwise, in any such action or proceeding in such courts; Transaction Dispute, (di) waives any objection claim that such it is not personally subject to the jurisdiction of the above named courts are an inconvenient forum or do not have jurisdiction over for any party; (e) agrees that service of reason other than the failure to serve process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 14 11.8, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Transaction Dispute in such court is brought in an inconvenient forum, (B) the venue of the Transaction Dispute is improper or (C) this Agreement; and (f) irrevocably waives , or the right to trial subject matter hereof, may not be enforced in or by jurysuch courts.

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws; provided, however, notwithstanding the foregoing and for the avoidance of doubt, the laws of the State of Nevada (without giving effect to choice of laws thereof) shall govern the internal affairs of Apricus, the fiduciary duties of the board of directors of Apricus and the officers of Apricus and any provisions of this Agreement that are expressly or otherwise required to be governed by the Nevada Revised Statutes. In any action or proceeding suit between any of the parties hereto Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, : (a) each of the parties hereto: (ai) irrevocably and unconditionally consents and submits itself to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for of the District of Delaware; , as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein, (b) agrees that all claims in respect of every such suit, action or proceeding shall be brought, heard and determined exclusively in accordance with clause (a) of this Section 18; such court, (c) waives agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any objection to laying venue in any such suit, action or proceeding arising out of or relating to this Agreement or the Contemplated Transactions in such courts; any other court, and (de) waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any party; (e) agrees that service of process upon such party in any such suit, action or proceeding shall be effective if notice is given in accordance with Section 14 of this Agreement; and (f) irrevocably waives the right to trial by jury.so brought. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE DOCUMENTS RELATED HERETO IS LIKELY TO